Material Seller Contracts definition

Material Seller Contracts means Seller Contracts which required the expenditure by Seller of more than $250,000 in any of Seller's last 3 fiscal years, or which accounted for more than 10% of Seller's revenues in any of Seller's last 3 fiscal years.
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Material Seller Contracts shall have the meaning set forth in Section “Maximum Uncovered Loss Amount” means five million dollars
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Material Seller Contracts means: (i) as of the date of this Agreement, all of the Seller Contracts (as defined below) under which either the Seller or any Seller Subsidiary (as defined below) paid $50,000 or more during the 12 month period ending February 28, 2002, or the Seller or any Seller Subsidiary received $50,000 or more during the 12 month period ending February 28, 2002; and (ii) as of the Closing Date, the Seller Contracts referred to in subsection (i) above and the Seller Contracts that the Seller reasonably determines shall result in the payment or receipt of more than $50,000 for the 12 month period following the Closing Date.
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Examples of Material Seller Contracts in a sentence

  • All such Material Seller Contracts are valid, binding, and enforceable in accordance with their terms and are in full force and effect.

  • No licenses, trademarks, patents, copyrights or agreements with respect to the use of technology (other than such licenses, trademarks, patents, copyrights or agreements which form a part of the Acquired Assets) are necessary for (a) Seller to own, operate and maintain the Project in accordance with the Material Seller Contracts and (b) to the Knowledge of Seller Parent, third party equipment suppliers to license or sell equipment to Seller in accordance with the Material Seller Contracts.

  • TheEvaluation Committee may be assisted by other persons as the Evaluation Committee, in its sole discretion, may determine, including technical, financial, legal and other advisors to, or employees of the City.

  • Material Seller Contracts" means Seller Contracts which required the expenditure by Seller of more than $250,000 in any of Seller's last 3 fiscal years, or which accounted for more than 10% of Seller's revenues in any of Seller's last 3 fiscal years.

  • Except as disclosed in Schedule 4.5 (such scheduled items being referred to in this Agreement as the “Required Contract Consents”), no approval, authorization, consent, permission, or waiver to or from, or notice, filing, or recording to or with, any Person is necessary (i) for the execution and delivery by the Seller of the Merger Documents to which it is a party or the consummation by the Seller of the Contemplated Transactions; or (ii) with respect to any Material Seller Contracts.

  • Except as set forth on Schedule 4.10(b), there are no existing material defaults by the Seller under any such Material Seller Contracts and no act, event, or omission has occurred that, whether with or without notice, lapse of time, or both, would constitute a material default thereunder by the Seller.

  • True and complete copies of each of the Assumed Contracts and Material Seller Contracts have been delivered or made available to Buyer.

  • To the knowledge of the Seller, each of the Material Seller Contracts is a valid and binding obligation of the Seller and is enforceable in accordance with its terms.

  • Correct and complete copies of all items of the Material Seller Contracts so listed in SCHEDULE 4.13 have been furnished to Buyer.

  • Except as set forth on SCHEDULE 4.5 or SCHEDULE 4.13, no consent or approval of any party to any of the Material Seller Contracts is necessary in order to permit the Seller to consummate the transactions contemplated hereby and to allow Buyer to acquire the Purchased Assets, without thereby violating any such Material Seller Contracts.


More Definitions of Material Seller Contracts

Material Seller Contracts has the meaning set forth in Section 4.10(a).
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Material Seller Contracts are defined as:
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Material Seller Contracts means: means all of the Seller Contracts (as defined below) under which the Seller (i) paid $100,000 or more during the 12 month period ending December 31, 2003, or (ii) received $100,000 or more in Net Revenues during the 12 month period ending December 31, 2003, provided that in the case of clause (ii) the Seller has not received a deconversion notice under such Seller Contract.
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Material Seller Contracts means (x) each Seller Contract (I) providing for payments (present or future) to Seller in excess of $100,000 in the aggregate or (II) under which or in respect of which Seller presently has any liability or obligation of any nature whatsoever (absolute, contingent or otherwise) in excess of $100,000, that will not be satisfied at or prior to Closing (y) each Seller Contract that otherwise is or may be material to the businesses, operations, assets or condition (financial or otherwise) of Seller and (z) without limitation of subclause (x) or subclause (y), each of the following Seller Contracts:
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Material Seller Contracts. Section 2.18(a) "Name Change Amendment" Section 5.1(a) "Nasdaq" Section 5.1(e) "NCF" Section 1.6(a) "NCF Disputed Matters" Section 1.6(a)(v) "NCF Dispute Notice" Section 1.6(a)(v) "NCF Review Period" Section 1.6(a)(iii) "NASD" Section 3.23 "Notice of Claim" Section 7.2(a) "OTC BB" Section 3.23 "Owned Real Property" Section 2.13(a) "Patents" Section 2.17 "Permitted Lien" Section 10.2(e) "Person" Section 10.2(c) "Personal Property" Section 2.13(b) "Plan/Plans" Section 2.10(a) "Proxy Statement" Section 5.1(a) "PTO" Section 5.1(a) "Purchase Price" Section 1.4 "Purchaser" Caption "Purchaser Closing Certificate" Section 6.2(a) "Purchaser Common Stock" Section 3.3(a) "Purchaser Contracts" Section 3.19(a) "Purchaser Convertible Securities" Section 3.3(b) "Purchaser Effective Time Liabilities" Section 5.24 "Purchaser Indemnitees" Section 7.1(a) "Purchaser Plan" Section 5.1(a) "Purchaser Preferred Stock" Section 3.3(a) "Purchaser Schedule" Article III Preamble "Purchaser SEC Reports" Section 3.7(a) "Purchaser Stockholder Approval" Section 5.1(a) "Purchaser Stock Options" Section 3.3(b) "Purchaser Warrants" Section 3.3(b) "Registered Intellectual Property" Section 2.18 "Required Consents" Section 1.10(a)(iv) "Returns" Section 2.14(c) "SEC" Section 3.7(a) "Securities Act" Section 2.4(b) "Seller" Caption "Seller Closing Certificate" Section 6.3(a) "Seller Common Stock" Section 1.5(a) "Seller Contract Consents" Section 5.22 "Seller Contracts" Section 2.18(a) 60
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Related to Material Seller Contracts

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • Seller Contract any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller is or may become bound.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • Seller Plans has the meaning set forth in Section 3.13(a).

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Assumed Contract means any Executory Contract or Unexpired Lease assumed by the Reorganized Debtors in accordance with Article V of the Plan.

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

  • Customer Contracts means any Contracts pursuant to which the Company has provided or will provide products or services in connection with the Business.

  • Assigned Contract has the meaning set forth in Section 2.2.

  • Seller Affiliate means any Affiliate of Seller.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Related Contracts is defined in clause (c) of Section 2.1.

  • Scheduled Contracts has the meaning set forth in Section 4.16.

  • Seller Party means any of the Seller, its parent, subsidiaries and affiliates and any shareholder, director, officer, employee, agent or "controlling person" (as such term is used in the Securities Act) of any of the foregoing.

  • Purchased Asset Documents means, with respect to a Purchased Asset, the documents comprising the Purchased Asset File for such Purchased Asset.

  • Company Contracts has the meaning set forth in Section 3.13(a).

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Seller has the meaning set forth in the preamble.

  • Seller Plan means any Employee Benefit Plan maintained, or contributed to, by the Seller or any ERISA Affiliate.

  • Target Companies means the Company and its Subsidiaries.

  • Service Contracts means contracts or agreements, such as maintenance, supply, service or utility contracts.